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.
Edited by:
Arthur B. Laby,
Jacob Hale Russell
Imprint: Cambridge University Press
Country of Publication: United Kingdom
Weight: 697g
ISBN: 9781009387095
ISBN 10: 100938709X
Pages: 373
Publication Date: 22 June 2023
Audience:
Professional and scholarly
,
Undergraduate
Format: Paperback
Publisher's Status: Active
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.
Arthur B. Laby is Professor of Law at Rutgers Law School and Co-Director of the Rutgers Center for Corporate Law and Governance. Jacob Hale Russell is Associate Professor of Law at Rutgers Law School.
Reviews for Fiduciary Obligations in Business
'Encyclopedic, authoritative, and up-to-date, this work immediately establishes itself as the gold standard resource for anyone interested in fiduciary law as applied to all forms of business relationships. Start here, and you might not have to look anywhere else.' Joseph A. Grundfest, The William A. Franke Professor of Law and Business at Stanford Law School and former Commissioner, Securities and Exchange Commission '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
