Fiduciary Duty

Fiduciary Duty in Transitional Civil Law Jurisdictions Lessons from the Incomplete Law Theory

In Anglo-American law, fiduciary duty is the core legal concept to address conflicts among directors/managers and shareholders. The concept is...

Do Employee Interests Affect Target Board Decisions About Acquisition Offers? Evidence from Changes in Unemployment Insurance

We explore whether employee interests affect the evaluation of acquisition offers by target boards of directors. Exploiting changes in state...

Evolution of Director Oversight Duties and Liability under Caremark: Using Enhanced Information-Acquisition Duties in the Public Interest

Corporate law primarily operates to reduce agency costs, but it also has an important role to play in protecting society from social harms resulting from...

Comparing Insider Trading in the United States and in the European Union: History and Recent Developments

In the European Union insider trading has been regulated much more recently than in the United States, and it can be argued that, at least traditionally,...

Shifting Contours of Directors’ Fiduciary Duties and Norms in Comparative Corporate Governance

Corporate law and corporate governance are often called upon to address problems in international and transnational contexts. Financial markets are...

Motivation, Information, Negotiation: Why Fiduciary Accountability Cannot Be Negotiable

In the debate over contractual freedom or enabling-versus-mandatory rules in fiduciary law, those who do not adhere to an unbridled contractatian...

Varieties of Shareholderism: Three Views of the Corporate Purpose Cathedral

This Chapter seeks to make three modest contributions by offering views of the corporate purpose cathedral that bear on the role of law in it. These views...

Purpose Proposals

Repurposing the corporation is the hot issue in corporate governance. Commentators, investors and increasingly issuers, maintain that corporations...

System and Evolution in Corporate Governance

Private Litigation to Enforce Fiduciary Duties in Mutual Funds: Derivative Suits, Disinterested Directors and the Ideology of Investor Sovereignty

Mutual funds’ strategic voting on environmental and social issues

Environmental and social (ES) funds in non-ES families must balance incorporating the stakeholder's interests they advertise and maximizing...

Stewardship and ESG in Europe

Three main legal strategies are used globally to pursue ESG stewardship: stewardship codes, disclosure regulation, and fiduciary duties. In this...