The Foundations of Anglo-American Corporate Fiduciary Law

Explores the foundations and evolution of corporate fiduciary law in the United States and the United Kingdom.

David Kershaw (Author)

9781107092334, Cambridge University Press

Hardback, published 23 August 2018

545 pages
23.4 x 16.4 x 3 cm, 1.26 kg

This book explores the foundations and evolution of modern corporate fiduciary law in the United States and the United Kingdom. Today US and UK fiduciary law provide very different approaches to the regulation of directorial behaviour. However, as the book shows, the law in both jurisdictions borrowed from the same sources in eighteenth- and nineteenth-century English fiduciary and commercial law. The book identifies the shared legal foundations and authorities and explores the drivers of corporate fiduciary law's contemporary divergence. In so doing it challenges the prevailing accounts of corporate legal change and stability in the US and the UK.

Introduction: corporate legal ideas
Part I. Business Judgment and the Idea of Honesty in the Exercise of Delegated Power: 1. Business judgments: origins
2. Business judgments in UK corporate law
3. The foundations of the business judgement rule in the United States
4. The structural dissonance of Delaware's business judgment rule
Part II. The Duty of Care and the Ideas of Reward and Undertaking: 5. Origins: between laxity and terror in bailment and trusts law
6. The origins of the director's duty of care in the United States
7. The Delaware duty of care: fragments of jurisprudence
8. The duty of care in the United Kingdom: in the shadow of gross negligence
Part III. Self-Dealing and the Idea of the Corporation: 9. Conceptions of the corporation
10. The United Kingdom: contracting out of the common law
11. The United States: the paths to fairness review
Part IV. Connected Assets and the Idea of Property: 12. Connected assets law in the United Kingdom: the property institution
13. The modern UK approach and the disappearance of property
14. Connected assets law in the United States: between property and prescription
15. Explaining divergent evolution in connected assets law.

Subject Areas: Company law [LNCD], Commercial law [LNCB], Corporate finance [KFFH]