Fiduciary Obligations in Business

Leading scholars analyze key issues in fiduciary duties in business?one of the most salient applications of fiduciary law and theory.

Arthur B. Laby (Edited by), Jacob Hale Russell (Edited by)

9781108485128, Cambridge University Press

Hardback, published 9 September 2021

400 pages
26.3 x 18.5 x 2.5 cm, 0.89 kg

'The collection illuminates the central role fiduciary duties play in the business context. It presents thoughtful and diverse perspectives on critical problems in governance, such as addressing short-termism, balancing the interests of shareholders and other stakeholders, and minimizing corporate scandals. The book should be read by lawyers, judges, regulators, and businesspeople alike.' Vice Chancellor J. Travis Laster, Delaware Court of Chancery

The scholarship on fiduciary duties in business organizations is often pulled in two directions. While most observers would agree that business organizations are one of the key contexts for the application of the fiduciary obligation, corporate law theorists have often expressed disdain for the role of fiduciary duties, with the result that fiduciary law and theory have been out of step with the business world. This volume aims to rectify this situation by bringing together a range of scholars to analyze fiduciary relationships and the fiduciary obligation in the business context. Contributing authors examine fiduciary obligations in fields ranging from entity structure to bankruptcy to investment regulation. The volume demonstrates that fiduciary law can inform pressing corporate governance debates, including discussions over stakeholder models of the corporation that move beyond shareholder interests.

Part I. Identifying Fiduciaries and Their Duties: 1. Fiduciary duties on the temporal edges of agency relationships Deborah A. DeMott
2. Extra large partnerships Christine Hurt
3. The three fiduciaries of Delaware corporate law—and Eisenberg's error Lyman Johnson
4. Trust, discretion, and ERISA fiduciary status Arthur B. Laby
5. Examining indenture trustee duties Steven L. Schwarcz
Part II. Gaps and Alternatives in Fiduciary Regimes: 6. Conflicts of interest in investment advice: an expanded view Quinn Curtis
7. A system of fiduciary protections for mutual funds Howell E. Jackson
8. Equitable duty: regulating corporate transactions in the vicinity of insolvency from a comparative perspective Edward J. Janger
9. Equity, majoritarian governance, and the oppression remedy Paul B. Miller
10. Fiduciary relationships in employee benefit plans Dana M. Muir
Part III. Historical and Comparative Perspectives: 11. Delaware corporate law and the 'end of history' in creditor protection Jared A. Ellias and Robert J. Stark
12. The independent director in Delaware and German corporate law Christoph Kumpan
13. For whom are non-profit managers trustees? The contractual revolution in charity governance Jacob Hale Russell
14. Fiduciary law and Japanese nonprofits: a historical and comparative synthesis Masayuki Tamaruya
Part IV. Stakeholders and Society: 15. Corporations, directors' duties and the public/private divide Jennifer G. Hill
16. Stakeholder impartiality: a new classic approach for the objectives of the corporation Amir N. Licht
17. Shareholder primacy in benefit corporations Julian Velasco
18. Self-interested fiduciaries and invulnerable beneficiaries: when fiduciary duties don't fit Kelli Alces Williams
Index.

Subject Areas: Financial services law & regulation [LNPF], Company, commercial & competition law [LNC], Comparative law [LAM], Corporate governance [KJR], Investment & securities [KFFM]